CNVS 8-K
Cineverse Corp. (CNVS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2026 |
Cineverse Corp.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-31810 |
22-3720962 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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224 W. 35th St. Suite 500, #947 |
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New York, New York |
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10001 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 212 206-8600 |
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE |
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CNVS |
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The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 15, 2026, Cineverse Corp. (the “Company”) announced that Mark Lindsey would transition out of the Chief Financial Officer role effective as of May 10, 2026. In connection with this transition, Mr. Lindsey and the Company have entered into a separation letter, signed on May 21, 2026 and dated as of May 8, 2026 (the “Separation Letter”) and a Consulting Agreement, signed on May 21, 2026 and dated as of May 9, 2026 (the “Consulting Agreement”).
Pursuant to the Separation Letter, the Company has agreed to continue to pay Mr. Lindsey the equivalent of his base pay for a period of twelve months, to be paid in equal monthly installments. Under the Separation Letter, Mr. Lindsey has provided a customary broad form release and confidentiality and other covenants to the Company.
Pursuant to the Consulting Agreement, Mr. Lindsey will provide certain senior financial consulting services to the Company in exchange for the continued vesting, through the end of the consulting term, of restricted stock units awarded to Mr. Lindsey during his employment with the Company. The term of the Consulting Agreement ends on September 13, 2027.
The foregoing descriptions of the Separation Letter and the Consulting Agreement are qualified in their entirety and incorporated herein by reference to the full text of the Separation Letter and the Consulting Agreement, copies of which are filed with this Form 8-K as Exhibits 10.1 and 10.2.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
Description |
10.1 |
Separation Letter dated as of May 8, 2026 between Cineverse Corp. and Mark Lindsey. |
10.2 |
Consulting Agreement dated as of May 9, 2026 between Cineverse Corp. and Mark Lindsey. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: |
May 28, 2026 |
By: |
/s/ Gary Loffredo |
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Name: Title: |
Gary S. Loffredo |
Exhibit 10.1
May 8, 2026
Mark Lindsey
[ ___________]
[ ___________]
Re:Terms of Separation
Dear Mark:
This letter confirms the agreement between you and Cineverse Corp. (the “Company”) concerning the terms of your separation and offers you the separation compensation contemplated by your September 23, 2025 Employment Agreement (the “Employment Agreement”) with the Company.
services to the Company, the Company will be entitled to verify that you have permanently deleted all Company confidential, proprietary information and trade secrets from the laptop.
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Notwithstanding the foregoing, this waiver and release of claims does not extend to any rights which as a matter of law cannot be waived and released.
held. The Company agrees that its management will not disparage you with any written or oral statements concerning your employment with the Company. This paragraph does not apply to statements the Company’s managers may make to the Company’s employees or other persons or entities affiliated with the Company.
you were advised to consult with an attorney prior to signing this agreement. You also understand you may revoke this agreement within seven (7) days of signing this document. This agreement is effective on the eighth (8th) day after you execute this agreement without revocation (“Effective Date”).” Notwithstanding any other provision of this agreement, the Company may take up to 10 calendar days following the Effective Date to provide separation compensation due under paragraph 3 of this agreement.
If you agree to abide by the terms outlined in this letter, please sign this letter below and return it to me. I wish you the best in your future endeavors.
Sincerely, CINEVERSE CORP.
By:/s/ Gary Loffredo______________
Date: 5/21/2026___________________
Gary Loffredo
Chief Legal Officer, Secretary & Senior Advisor
READ, UNDERSTOOD AND AGREED:
Signature: /s/ Mark Lindsey__________________________ Date: 5/20/2026__________
Mark Lindsey
Exhibit 10.2
CONSULTING AGREEMENT
This Agreement is made as of May 9, 2026, by and between Cineverse, Inc. (the “Company”), and Mark Lindsey (“Consultant”) (collectively “the parties”).
The parties agree as follows:
Senior Financial consulting in the areas of recapitalization, content funding and M&A.
Consultant is solely responsible for determining the method and means by which Consultant will accomplish the Services and otherwise fulfill Consultant’s obligations hereunder, and is free from the control and direction of the Company in the performance of the work. The parties agree that Consultant determines the time when Consultant renders the Services, and the work location where Consultant renders the Services.
Consultant represents that Consultant has the qualifications, skills, and ability to perform the Services in a professional manner, without the advice or supervision of the Company.
Consultant will receive no training, assistance, or direction from the Company.
Consultant understands and acknowledges that Consultant is being retained to perform work outside the usual course of Company’s business and the assignment is limited to the Services outlined above. At no point is Consultant to perform any work within the usual course of Company’s business. The parties acknowledge that the Services will not involve Consultant rendering any service to any of the Company’s customers.
termination. Consultant shall be responsible for all expenses necessary to carry out the Services and shall not be reimbursed by the Company for such expenses.
Consultant warrants and represents that to the best of Consultant’s knowledge, the Services and any elements thereof, including without limitation any materials provided to the Company, are original creations of Consultant and do not violate any copyright, proprietary rights or other rights of any person or entity and that no third party has any rights, title or interest therein or thereto.
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government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.
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hereunder, without the express prior written consent of the Company. The Company may freely assign this Agreement and/or any of its rights hereunder.
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in any advertising, publicity or promotion; (b) to express or to imply any endorsement of Consultant’s services; or (c) in any manner other than in accordance with this Agreement.
CINEVERSE
By: /s/ Gary Loffredo
Name: Gary Loffredo
Date: 5/21/2026
Title: Chief Legal Officer
Mailing Address: 2355 Westwood Blvd, #779
Los Angeles, CA 90064
MARK LINDSEY
By: /s/ Mark Lindsey
Name: Mark Lindsey
Date: 5/20/2026
Title: Consultant
Mailing Address: [ ______________]
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